Securities code: Shenzhen Kingsino Technology Co.Ltd(002548) securities abbreviation: Shenzhen Kingsino Technology Co.Ltd(002548) Announcement No.: 2022028 bond Code: 128036 bond abbreviation: Jinnong convertible bond
Shenzhen Kingsino Technology Co.Ltd(002548)
Announcement on the transfer of equity of holding subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as “the company” or ” Shenzhen Kingsino Technology Co.Ltd(002548) “) deliberated and adopted the proposal on transferring the equity of holding subsidiaries at the 23rd (Interim) meeting of the Fifth Board of directors held on March 4, 2022, which is the core development strategy of focusing on pig breeding, It is proposed to transfer 51% of the equity of Wuhan Huayang Animal Pharmaceutical Co., Ltd. (hereinafter referred to as “Huayang pharmaceutical”) held by the company for 153 million yuan. After the transfer, the company will no longer hold the equity of Huayang pharmaceutical, and Huayang pharmaceutical will no longer be included in the scope of the company’s consolidated statements.
This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies and does not belong to related party transactions. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, This transaction does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the counterparty
1. Basic information
Transferee: Sun Hui, ID number 420111197028, serving in the school of life sciences, Wuhan University, residence: nine district Luojia mountain, Wuchang District, Wuhan.
2. Other situations
Ms. sun Hui is the wife of Mr. Zhang Jinlin, the second largest shareholder of Huayang pharmaceutical. Mr. Zhang Jinlin currently holds 43% of the equity of Huayang pharmaceutical. Ms. sun Hui is not a dishonest executee and has no other relationship with the company and its top ten shareholders that may or has caused the listed company to tilt its interests.
3、 Basic information of transaction object
Name: Wuhan Huayang Animal Pharmaceutical Co., Ltd
Unified social credit code 914201007257585565
Type limited liability company
Address: No. 15, Huanglongshan Road, Guannan East 2nd Park, Wuhan East Lake High Technology Group Co.Ltd(600133) Technology Development Zone, Wuhan
Legal representative: Zhang Jinlin
The registered capital is 60 million yuan
Date of establishment: December 6, 2000
Business scope: technical services and training of veterinary drugs, aquatic drug additives and animal feed additives; Series production and sales of veterinary (fishery) drugs and aquatic feed drug additives; Production and sales of fertilizers for aquaculture; Production and sales of water quality and environmental improvers; General cargo transportation.
（2） Ownership structure
Name of shareholder shareholding ratio
Shenzhen Kingsino Technology Co.Ltd(002548) 51%
Zhang Jinlin 43%
Malibao 5%
Yang Jian 1%
（3） Key financial data
Project December 31, 2021 December 31, 2020 (Unaudited) (audited)
Total assets (10000 yuan) 24901791980572
Total liabilities (10000 yuan) 901762760298
Accounts receivable (10000 yuan) 234378241350
Net assets (10000 yuan) 15884171220274
Project year 2021 to 2020 (Unaudited) (audited)
Operating income (10000 yuan) 17844561255967
Total profit (10000 yuan) 4077552969.00
Net profit (10000 yuan) 352416251501
Net cash flow from operating activities 374772251891
（4） Transaction necessity and price rationality
In 2015, the company acquired 51% equity of Huayang pharmaceutical held by Zhang Jinlin and other six natural person shareholders, with a total purchase price of 99.45 million yuan. After the acquisition, Huayang pharmaceutical became a holding subsidiary of the company. From 2015 to 2022, the company received a total dividend of 33.15 million yuan from Huayang pharmaceutical.
The company plans to sell 51% equity of Huayang pharmaceutical with 153 million yuan in order to divest its non main business and focus more on pig breeding and feed business, which is in line with the company’s development strategy.
The transaction price follows the principles of voluntariness, fairness, reasonableness and consensus.
（5） Other situations
The subject matter of this transaction is 51% equity of Huayang pharmaceutical. Its property right is clear, there is no mortgage, pledge or other third-party rights, and it does not involve major disputes, litigation, arbitration matters or seizure, freezing and other circumstances that hinder the transfer of ownership of relevant assets. Huayang pharmaceutical is not a dishonest executee.
The guarantee balance provided by the company for Huayang pharmaceutical is 20 million yuan, which will expire on June 30, 2022. The company does not provide financial assistance for Huayang pharmaceutical, entrust financial management and other situations that occupy the funds of listed companies, nor does it provide financial assistance for Huayang pharmaceutical in the form of operating capital exchanges after the completion of equity transfer.
4、 Main contents of the transaction agreement
1. Transaction content
The company (Party A) transferred 51% equity of Huayang pharmaceutical to Ms. sun Hui (Party B) at the transaction price of 153 million yuan.
2. Transaction price and pricing basis
The transaction price of 51% equity of Huayang pharmaceutical is 153 million yuan. The transaction price shall be determined by both parties through negotiation according to the market conditions. There is no case that the transaction price is lower than the book value and damages the interests of the company and shareholders.
3. Payment
Both parties agree that the equity transfer payment of 153 million yuan (in words: 153 million yuan) shall be paid by Party B in cash in four installments. The specific payment arrangement is as follows:
3.1 Party B shall pay the first equity transfer payment of 45.9 million yuan to Party A within 20 working days from the effective date of the equity transfer agreement;
3.2 Party B shall pay the second equity transfer of RMB 32.13 million to Party A before December 31, 2022; 3.3 Party B shall pay the third equity transfer of 30.6 million yuan to Party A before June 30, 2023;
3.4 Party B shall pay the remaining equity transfer amount of 44.37 million yuan to Party A before December 31, 2023. 4. Equity delivery
4.1 completion of the delivery of the target equity: the registration and filing procedures for the industrial and commercial change of the target equity transfer to Party B’s name are completed.
4.2 within 10 working days from the date when Party B pays the first equity transfer to Party A, Party A shall assist Party B in completing the industrial and commercial change registration procedures for the transfer of the subject equity to Party B’s name.
4.3 Party B shall enjoy and undertake all rights and obligations related to Party A’s transfer of the subject equity after the completion of the delivery of the subject equity.
5. Tax bearing
5.1 both parties shall bear the taxes to be paid to the relevant tax authorities according to applicable laws and regulations due to the signing and / or performance of this agreement.
5.2 relevant expenses incurred in the process of this equity transfer, such as notarization and industrial and commercial change registration, shall be borne by Huayang pharmaceutical; If the target company is audited and evaluated, the relevant expenses shall be borne by Party A.
6. Liability for breach of contract and dispute resolution
6.1 unless otherwise agreed in other terms of this agreement, if any party to this agreement violates its obligations under this agreement or its representations, warranties and commitments made in this Agreement and causes losses to the other party, it shall compensate all losses caused to the other party.
6.2 if either party fails to perform the payment obligation of money or the payment obligation that can be quantified as money according to the date agreed in this agreement, it shall pay liquidated damages to the observant party according to 3 / 10000 of the payable amount every day until the actual payment obligation is performed.
6.3 any dispute arising from this Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, either party may submit the dispute to the people’s court in the place where Party A is domiciled for litigation. Except for the period of dispute settlement, the validity of other clauses shall not be affected.
7. Guarantee clause
Ms. sun Hui and her husband, Mr. Zhang Jinlin, provide unlimited joint and several liability guarantee to the company for all the transfer money to be paid by Ms. sun Hui with their personal property and interests, including the equity transfer price of RMB 153 million (in words: RMB 153 million) and interest under the master agreement The liquidated damages (including penalty interest) and compensation payable by Ms. sun Hui and the expenses for realizing the creditor’s rights of the equity transfer price (including legal fees, lawyer’s fees, etc.). The expenses for realizing creditor’s rights include but are not limited to collection fees, litigation fees (or arbitration fees), preservation fees, announcement fees, execution fees, lawyer fees, travel expenses, auction fees and other expenses. The guarantee period is from the effective date of the transaction contract to two years after the expiration of the performance period of the main agreement.
8. Effectiveness of the agreement
This agreement is established after being signed and sealed by the representative of Party A and signed and fingerprinted by Party B. this agreement will take effect immediately from the date when Party A completes and performs the internal legal audit procedures (reviewed and approved by the board of directors). 5、 Other arrangements involving the purchase of assets
The company’s sale of 51% equity of Huayang pharmaceutical does not involve personnel resettlement, land lease transfer and other creditor’s rights and debts transfer.
6、 Purpose of purchasing assets and impact on the company
At the beginning of 2020, the company put forward the five-year (20202024) strategic development plan, which determined the development strategy with pig breeding and feed as the core business. The sale of the equity of Huayang pharmaceutical held by the company is conducive to the company’s stripping of non main business, focusing more on the main business, further improving the company’s core competitiveness and realizing the stable and healthy development of the company.
The board of directors of the company believes that Ms. sun Hui, the counterparty of this transaction, has good reputation and has the ability to pay for this transaction, and Ms. sun Hui and her husband, Mr. Zhang Jinlin, provide unlimited joint and several liability guarantee to the company for all the transfer money to be paid by MS. sun Hui with their personal property and interests. The potential credit risk and performance risk of this transaction are low. The sale of Huayang pharmaceutical’s equity is expected to have an impact on the company’s net profit of 7.3185 million yuan in 2022. After the completion of the transaction, Huayang pharmaceutical will no longer be included in the scope of the company’s consolidated statements.
7、 Documents for future reference
1. Resolution of the 23rd (Interim) meeting of the 5th board of directors
2. Equity transfer agreement, unlimited joint and several liability guarantee contract
It is hereby announced.
Shenzhen Kingsino Technology Co.Ltd(002548) board of directors March 5, 2022
